General terms and conditions
1. area of application and validity: All conclusions of contracts with Hempartis GmbH are based on the following terms and conditions, unless expressly agreed otherwise. This also applies to individual contracts insofar as these expressly refer to the general terms and conditions. Deviating conditions of the customer do not bind Hempartis GmbH - unless this has been expressly agreed by both parties.
2. subject matter of the contract: Subject matter of the contract are the contract contents stipulated by Hempartis GmbH in a separate order confirmation based on a sales offer submitted by Hempartis GmbH or a purchase offer submitted by the buyer. If the buyer does not immediately object to an order confirmation sent by Hempartis GmbH, the content is considered to be approved, even if it should deviate from previous offers. This does not apply in the case of intentional deviations to the detriment of the contractual partner from original negotiation contents. Hempartis GmbH is entitled to adapt the subject matter of the contract to the latest state of technology without this having to be communicated to the contractual partner or approved by him. The contractual partner is not entitled to consider such an adaptation as a deviation from the original content of the negotiations.
3. deliveries, dates, deadlines: delivery dates are only to be considered as non-mandatory dates, a timely notified and non-culpable exceeding of the deadline does not cause a delay. Instead, an appropriate period of grace shall be set in motion. However, the client is entitled to refuse performance in the event of missed deadlines of more than four (4) weeks after expiry of a reasonable grace period. Hempartis GmbH is also not responsible for missed deadlines due to force majeure and other unforeseen events which are not in the sphere of Hempartis GmbH. Irrespective of delivery deadlines, Hempartis GmbH is entitled to fulfil orders without delay. Partial deliveries are permissible. Hempartis GmbH is not responsible for impossibility of delivery if this is based on circumstances which are not in the sphere of Hempartis GmbH.
4. conditions / prices: List prices are subject to change. The conditions and prices valid on the day of the order confirmation apply. All prices stated are net prices and do not include shipping and insurance costs as well as the respectively valid legal value added tax.
5. terms of payment/terms and conditions: All invoices are generally due and payable within 10 days net, at the latest by the specified payment date. In the event of late payment, interest on arrears shall be charged at a rate of 6 per cent above the base interest rate of the Deutsche Bundesbank and reminder costs shall be charged at a rate of 25.00 euros. Partial payments by the buyer shall first be offset against the costs, then against the interest and the remaining amount against the main claim. The buyer is only entitled to set-off, retention or reduction if the counterclaims have been legally established or are undisputed. In the case of partial deliveries and default of payment Hempartis GmbH is entitled to deliver subsequent deliveries only against advance payment contrary to previous payment agreements.
6. property regulation: All goods delivered by Hempartis GmbH remain the property of Hempartis GmbH until all existing and due claims against the buyer from the business relationship have been fulfilled. The buyer is entitled, subject to deviating regulations, to further process or sell the goods. In the case of further processing, the newly created item takes the place of the reserved goods. In the case of resale, the claim obtained for this is already considered to be assigned to Hempartis GmbH today.
7. Transfer of risk and transport: The risk of loss is transferred to the buyer when the goods are handed over to a transport company of whatever kind. In the event of a delay in the handover due to circumstances for which the buyer is responsible, the risk is transferred to the buyer at the moment of notification and the possibility of shipment. The goods are shipped at the risk and expense of the buyer. The choice of the dispatch route is basically incumbent on Hempartis GmbH.
8. deliveries and notices of defects: Notification of defects concerning recognisable defects of delivered goods must be made in writing to Hempartis GmbH within 7 days after receipt. If a corresponding complaint is not made or not made in time, the delivery received is considered to be in accordance with the contract and proper. The buyer is not entitled to any warranty claims in this respect.
9. warranty rights: The buyer's warranty rights are limited to subsequent delivery. A subsequent delivery is free of charge as far as the delivered goods do not fulfil the product requirements described in the contract, the goods are still in the form delivered by Hempartis GmbH and the defects have been notified in time. Should it turn out that even by subsequent delivery no fulfilment according to the contract is achieved due to circumstances for which Hempartis GmbH is responsible, the buyer is entitled to rescission or reduction after setting a deadline. In the case of deliveries of goods which are produced by third parties and are only negotiated through by Hempartis GmbH, the warranty rights which Hempartis GmbH has towards the manufacturer are considered to be assigned to the buyer at the moment of delivery to the buyer. Furthermore, Hempartis GmbH only assumes warranty as described above and in the case that the buyer cannot obtain warranty from the manufacturer.
10. exclusion of liability: Hempartis GmbH does not assume any liability for damages which are based on the use of goods delivered according to the contract. Liability for damages which are not based on gross negligence or intentional behaviour of Hempartis GmbH or its employees is excluded. Insofar as the business transaction has come about on the basis of information in brochures provided by third parties/manufacturers, Hempartis GmbH does not assume any liability for the correctness of the content of this information. A liability of Hempartis GmbH is limited to the amount of the payment of the business/product liability insurance.
11. Place of fulfilment and jurisdiction (applicable law/partial invalidity): Place of fulfilment for all parties to the contract is Karlsruhe, unless otherwise agreed. If both parties are registered traders, the exclusive place of jurisdiction is Karlsruhe. German law shall apply exclusively, with the recognised exclusion of the UN Convention on Contracts for the International Sale of Goods. Partial invalidity of individual provisions shall not result in the overall invalidity of these General Terms and Conditions.